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Club Governance. Gary Hamilton, J.D. Professor The Collins College of Hospitality Management Cal Poly Pomona. Learning Objectives (Pre-Application). By the conclusion of this session you should be able to understand and apply the following concepts:
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Club Governance Gary Hamilton, J.D. Professor The Collins College of Hospitality Management Cal Poly Pomona
Learning Objectives (Pre-Application) By the conclusion of this session you should be able to understand and apply the following concepts: • Formal versus Informal Organizational Structures • Club Elections: Process and Procedures • The Role of the Board • Board Characteristics • Power, Status, and the Political Reality of Clubs • Managing Member Expectations • Critical Communication Concepts • The Role of the General Manager • Decision-making and Governance • “Best Practices” in Club Governance
Club Organization Board Information • BOD/Committee Rosters • Meeting Dates • Expected Commitments • Sample Agenda • Board Orientation and Retreats
Club Organization Organizational Chart • Elected and Voluntary Leadership • Staff Organizational Chart • Sample Org Chart
Organizational Structure(Informal) • Past Presidents • “Regulars in the Men’s Grill” • Political power brokers • Internal • External • Stakeholders beyond the club • Power, status, and political savvy
Club Governance: Contracts • Employee • Vendor • Services • Employee manuals • Others
Club Governance: Additional Considerations Decision Making • Common Law • Statutory provisions • Affirmative Duties • Breach • Indemnification • Ultra Vires
GM as COO • Planning • Organizing • Staffing • Directing and Leading • Controlling
GM as COO • Ex Officio member of Board and Committees • Counsel / advisory • providing expertise and judgment • consultant role • Staff Identified as “Note taker”
Board Responsibilities • Policies • Governance • Financial Oversight • Voting on New Members
Board Responsibilities • Member Discipline • Affirm Mission & Vision • Orientation • Communication
Board Responsibilities • Expectations • Member • Board • General Manager
Board Responsibilities Establishing and Enforcing Rules of Conduct and Behavior
Board Responsibilities Executive Committee • Handles “sensitive” issues • Monitors full board • Assess GM’s performance • Prioritizes Issues • Facilitates Board Productivity
Board Responsibilities • Objectives • SOP’s • Administration • Committee Organization & Review • Delegation Authority • Specialty Consultants
Board Responsibilities • Elections & Annual Meeting • Odd number of members to ensure a majority vote • Well defined election process • Two (3) year, staggered terms, if re-nominated
Board Responsibilities • Elections & Annual Meeting • President enjoys equal voting privileges • Presidents – (two) 2 consecutive one year terms • Past President – Ex Officio • Committee Chairs to Board
Board Responsibilities • Membership Voice • Financial Oversight & Audit
Board Duties and Responsibilities • The Duty of Care / Due Diligence • The Duty of Good Faith / Loyalty • The Duty of Compliance
Board Characteristics What are the Salient / Desirable Characteristics of a Board? Empty exercise? Luck of the draw? Farm Team Strategy? A Structured Event?
Board Selection:Some Considerations • Formal Process for Identifying Candidates • Nominating Committee Review • Avoiding ‘Competitive’ Elections
Board Selection:Some Considerations • Contested Election Procedures • Open Slate Slot • Nomination by Petition • Experience & Diversity • Electing Board Officers
Board Conduct Establishing a Code of Conduct
Board Ethics Fiduciary Duties Identified Code of Ethics Consent Form Confidentiality Agreement (for proprietary financials)
External Regulations • Federal law • IRS implications • State law • City ordinances • Real Estate/Trust implications
Club Organization:SOP’s • History of Board Actions: 5 year timeframe • Club Impact • Date Adopted • Policy • History
Club Organization:SOP’s • Current Policies • Governance/By Laws • Membership • Finance • Operations
Board Budget Functions • Budget Philosophy • initiation fees • member dues • special assessments • Annual Budget Process • Operational Forecast by Department
Capital Budgeting • Defined: Dollar Limitation • Project Proposals • Priority Assessment Process • Timing
Capital Budgeting • Recommendations • Budget Approval • Contingency funds established • Authorization
Finance & Budgeting • Annual Audit Process • Audit Letters • Credibility enhancers
Capital Budgeting • Project Category • Repair & Replacement from Capital Dues • Member Services Enhancement from Initiation Fees
Status of Technology • Capital Investment Summary • Technology Plan
Human Resources • HR Policies and Procedures • Staff • hiring • assignment • termination • grievances • performance evaluations • salary determinations
Human Resources • HR Policies and Procedures • Benefits • Health Care • Retirement Matching • Perks for Seasonal Associates • Employee Manual
Human Resources:Management Control • Key components/considerations • Report directly to GM • Accountability • Are you in charge? (see next slide!)
Human Resources • Supervisory Responsibility • Tennis Pro • Golf Pro • Course Superintendent • Controller • Maintenance
By Laws • Current By Laws • History of Board Actions • Review Cycle • New Legal Developments & Exposure • Legislative Updates
Insurance Coverage • Insurance Summaries • Coverage • Deductibles • Exemptions • Cost • Advisory letters from Carrier
Legal & Legislative • Confidentiality • Litigation • Internal Conflict • Ramifications and Recourse
General Club Dynamics • Activities Calendar • Hours of Operation • Club History • Newsletter • Web site Information • Menu Overview / Access • Banquet Services
Membership • Membership totals by class and variances • Detailed demographics
Membership • Membership Applications and Procedures • Fees • Sponsorship • Membership classes • Payment programs
Membership • Membership trend analysis • Competitive fee analysis • Regional trends • Membership Satisfaction Surveys and Results • Value and Services Assessment • Membership Roster
Strategic Planning • Executive Summary of Member Survey • Current Strategic Plan • Facilities Report • Schedule of Assets • Depreciation Schedules • Capital Investment Strategies
Board(and Committee)Orientation A. What is orientation? - It can help new members understand what is and what is not expected of them. - It can give current members, board/ committee, leaders, and the GM / COO a chance to welcome the new members and to share their collective knowledge.
Board(and Committee)Orientation What can it do for you? - It can help secure the future of the club.
Board(and Committee)Orientation B. Five Objectives to Orientation • Bring new members up to speed • Build loyalty and enthusiasm • Communicate the club’s mission • Teach policies and procedures • Introduce formal and informal networks
Board(and Committee)Orientation C. Who Conducts Orientation? Effective orientations are those that involve several people including: -GM / COO -Club Attorney -Club Board President -Other board members -Other staff members
Board(and Committee)Orientation D. Role of Board President or Committee Chair E. Role of Board or Committee Members F. Role of GM / COO